2 Capital structure

2.1 Capital

At 31 December 2013, the share capital of Swisscom Ltd amounted to CHF 51,801,943, divided into registered shares with a par value of CHF 1 per share. The shares are fully paid-up.

2.2 Authorised and conditional capital

There is no authorised or conditional share capital.

2.3 Changes in capital

The share capital was unchanged in the years 2011 to 2013. During this period, changes in shareholders’ equity of Swisscom Ltd in the stand-alone financial statements under commercial law were as follows:

In CHF million
Share capital
  Capital surplus
  Reserve for
treasury shares
Balance at 1 January 2011   52   255   1   4,841   5,149
Net income         474   474
Dividends paid     (234)     (854)   (1,088)
Proceeds from sale of treasury shares       (1)   1  
Balance at 31 December 2011   52   21     4,462   4,535
Net income         1,749   1,749
Dividends paid         (1,140)   (1,140)
Balance at 31 December 2012   52   21     5,071   5,144
Net income         239   239
Dividends paid         (1,140)   (1,140)
Balance at 31 December 2013   52   21     4,170   4,243

On 20 April 2011 the Annual General Meeting approved the conversion of CHF 466 million of capital contribution reserves to free reserves and the payment of these together with other free reserves of CHF 622 million as a dividend. The dividend for the 2010 financial year was set at CHF 21 per share, with CHF 9 paid from capital contribution reserves and CHF 12 from free reserves. The Annual General Meetings held on 4 April 2012 and 4 April 2013 approved an ordinary dividend of CHF 22 per share respectively.

2.4 Shares, participation certificates

Each registered share of Swisscom Ltd has a par value of CHF 1. Each share entitles the holder to one vote. Voting rights can only be exercised if the shareholder has been entered with voting rights in the share register of Swisscom Ltd. All registered shares with the exception of treasury shares held by Swisscom are eligible for a dividend. There are no preferential rights. For further details, see Section 6 “Shareholders’ participation rights”.

Registered shares of Swisscom Ltd are not issued in certificate form, but are held as book-entry securities in the holdings of SIX SIS AG, up to a maximum limit determined by the Swiss Confederation. Shareholders may at any time request confirmation of their shareholdings. However, they have no right to request the printing and delivery of certificates for their shares (registered shares with no right to printed certificates).

Swisscom Ltd has issued no participation certificates.

2.5 Profit-sharing certificates

Swisscom Ltd has issued no profit-sharing certificates.

2.6 Limitations on transferability and nominee registrations

Swisscom shares are freely transferable, and the voting rights of the shares registered in the share register in accordance with the Articles of Incorporation are not subject to any special restrictions.

Swisscom has issued special regulations governing the registration of trustees and nominees in the share register. To facilitate tradability of the company’s shares on the stock exchange, the Articles of Incorporation allow the Board of Directors, by means of regulations or agreements, to permit the fiduciary entry of registered shares with voting rights by trustees and nominees exceeding the threshold of 5%, provided they disclose their trustee capacity. In addition, they must be subject to supervision by a banking or financial market supervisory authority or otherwise provide the necessary assurance of acting for the account of one or more unrelated parties. They must also be able to provide evidence of the names, addresses and holdings of the beneficial owners of the shares. In accordance with this provision in the Articles of Incorporation, which can be amended with an absolute majority of the voting shares cast, the Board of Directors has issued regulations governing the entry of trustees and nominees in the Swisscom share register. The entry of trustees and nominees as shareholders with voting rights is subject to application and the conclusion of an agreement specifying the entry restrictions and disclosure obligations of the trustee or nominee. In particular, each trustee or nominee undertakes, within the limit of 5%, to request entry as a shareholder with voting rights for the account of an individual beneficial owner for no more than 0.5% of the registered share capital of Swisscom Ltd entered in the commercial register.

No exceptions for the fiduciary entry of registered shares with voting rights above the aforementioned percentage restriction were granted in the 2013 financial year.

2.7 Convertible bonds, debenture bonds and options

Swisscom has no convertible bonds outstanding. Details of the debenture bonds are given in Note 26 to the consolidated financial statements.

See Report

Swisscom does not issue options on registered shares of Swisscom Ltd to its employees. The Management Incentive Plan of Swisscom Ltd is described in Note 11 to the consolidated financial statements.

See Report